AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
The Company continually assesses markets where the Company operates, as well as markets where the Company considers future investment opportunities by evaluating markets and focusing on the following strategic criteria: •Major metropolitan areas that have regional population in excess of one million; •Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways; •Rental demand enhanced by affordability of rents relative to costs of for-sale housing; and •Housing demand based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors.
Business: market selection and constraints on new housing supply · Filed 20/02/2026
The Company’s apartment home communities are predominantly located in the following major regions: Southern California (primarily Los Angeles, Orange, San Diego, and Ventura counties) Northern California (the San Francisco Bay Area) Seattle Metro (the Seattle metropolitan area) The Company’s consolidated operating communities were as follows: June 30, 2026 June 30, 2025 Apartment Homes % Apartment Homes % Southern California 23,616 42 % 23,222 42 % Northern California 21,101 38 % 21,027 38 % Seattle Metro 10,899 20 % 10,899 20 % Total 55,616 100 % 55,148 100 % Co-investments, including Wesco I, Wesco III, Wesco IV, Wesco V, Wesco VI, BEX IV and other co-investments, developments under construction, and preferred equity interest co-investment communities are not included in the table presented above for both periods.
Portfolio overview: actual regional apartment holdings · Filed 30/07/2026
Achieved same-property revenue and net operating income (“NOI”) growth of 3.3% and 3.2%, respectively, both of which led the multifamily peer group and exceeded the midpoint of the Company's original guidance ranges.
2025 performance: same-property revenue and NOI growth · Filed 27/03/2026
Please see the reconciliation of earnings from operations to NOI and Same-Property NOI, which in the table below is the NOI for stabilized properties consolidated by the Company for the periods presented ($ in thousands): 47 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Earnings from operations $ 109,373 $ 279,700 $ 264,566 $ 536,781 Adjustments: Corporate-level property management expenses 13,432 12,220 26,830 24,552 Depreciation and amortization 154,073 151,501 308,968 302,788 Management and other fees from affiliates (2,318) (2,223) (4,631) (4,717) General and administrative 73,149 17,157 93,163 33,449 Gain on sale of real estate and land (2,000) (126,174) (2,000) (237,204) NOI 345,709 332,181 686,896 655,649 Less: Non-Same Property NOI (28,878) (23,457) (56,996) (46,157) Same-Property NOI $ 316,831 $ 308,724 $ 629,900 $ 609,492 Item 3: Quantitative and Qualitative Disclosures About Market Risks Interest Rate Hedging Activities The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks.
NOI reconciliation: first-half 2026 same-property NOI · Filed 30/07/2026
Over the past five years, the Company's controllable operating expense margin outperformed the peer average by 300 basis points.
Operating initiatives: five-year controllable expense comparison · Filed 27/03/2026
Competitive housing in a particular area and fluctuations in cost of owner-occupied single- and multifamily homes caused by a decrease in housing prices, mortgage interest rates and/or government programs to promote home ownership or create additional rental and/or other types of housing could materially adversely affect the Company’s ability to retain its tenants, lease apartment homes and increase or maintain rents.
Competition risk: alternative housing and tenant retention · Filed 20/02/2026
Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire.
Lease risk: short leases and exposure to declining rents · Filed 20/02/2026
Income and growth from the communities may be further materially adversely affected by, among other things, the following factors, in addition to the other risk factors listed in this Item 1A: •changes in the general or local economic climate that could affect demand for housing, including changing demographics or policies governing legal immigration, which could lead to a relative decrease in the renting population, an increase in the use of new technologies and artificial intelligence to replace workers, and other events negatively impacting local employment rates, tenant dispersion, wages and the local economy; •changes in supply and cost of housing; •changes in economic conditions, such as high or sustained inflationary periods in which our operating and financing costs may increase at a rate greater than our ability to increase rents, thereby compressing our operating margins which may have a material adverse effect on our business, or deflationary periods where rents may decline more quickly relative to operating and financing costs; and •the appeal and desirability of our communities to tenants relative to other housing alternatives, including cost, size and amenity offerings, safety and location convenience, and our technology offerings.
Operating risks: demand, housing supply and cost inflation · Filed 20/02/2026
~$830M Acquisitions Operating Initiatives & Technology The Company continued to advance its multi-year strategy to strengthen its operating platform and reduce operating expenses through technology and process enhancements, including targeted improvements to its staffing structure designed to drive greater efficiency and scalability in 2025.
Operating initiatives: technology, staffing and process implementation · Filed 27/03/2026
(2)Peer average includes five multifamily REITs (Equity Residential (“EQR”), Avalon Bay Communities, Inc.
Performance comparison footnote: named multifamily peers · Filed 27/03/2026
(“AVB”), UDR, Inc. (“UDR”), Mid-America Apartment Communities, Inc.
Performance comparison footnote: named multifamily peers · Filed 27/03/2026
(“MAA”), and Camden Property Trust (“CPT”)).
Performance comparison footnote: named multifamily peer · Filed 27/03/2026
AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements June 30, 2026 and 2025 (Unaudited) Six Months Ended June 30, 2026 2025 Rental and other property revenue Property operating expenses, including real estate taxes Net operating income Rental and other property revenue Property operating expenses, including real estate taxes Net operating income Southern California $ 390,811 $ 115,464 $ 275,347 $ 378,366 $ 109,594 $ 268,772 Northern California 406,706 119,859 286,847 370,707 114,341 256,366 Seattle Metro 158,654 46,435 112,219 155,511 44,358 111,153 Other real estate assets 13,003 520 12,483 25,115 5,757 19,358 Total $ 969,174 $ 282,278 $ 686,896 $ 929,699 $ 274,050 $ 655,649 Total net operating income 686,896 655,649 Management and other fees from affiliates 4,631 4,717 Corporate-level property management expenses (26,830) (24,552) Depreciation and amortization (308,968) (302,788) General and administrative (93,163) (33,449) Gain on sale of real estate and land 2,000 237,204 Interest expense (132,399) (127,994) Total return swap income 2,768 2,271 Interest and other income 10,123 11,097 Equity income from co-investments 37,330 22,186 Tax (expense) benefit on unconsolidated technology co-investments (3,251) 395 Loss on early retirement of debt — (762) Gain on remeasurement of co-investment — 330 Net income $ 179,137 $ 444,304 33 ESSEX PROPERTY TRUST, INC.
Segment results: property revenue, expenses, NOI and corporate costs · Filed 30/07/2026
During the three months ended June 30, 2026, the Company reached a settlement to fully resolve its case related to RealPage, for a settlement amount totaling $36.5 million.
Contingencies: RealPage-related settlement amount · Filed 30/07/2026
The settlement remains subject to court approval and, if the settlement is not approved, we intend to continue to vigorously defend ourselves.
Contingencies: settlement remains subject to court approval · Filed 30/07/2026
In addition to the RealPage matter, the Company fully resolved another litigation matter for a settlement amount totaling $19.3 million.
Contingencies: second litigation settlement amount · Filed 30/07/2026
That settlement is also subject to court approval and, if the settlement is not approved, we intend to continue to vigorously defend ourselves.
Contingencies: second settlement remains subject to court approval · Filed 30/07/2026
In addition, the Company received $189.8 million in structured finance redemption proceeds at a weighted average return rate of 9.8% and committed $21.3 million at pro rata share in one investment yielding a 13.5% return rate.
Investment activities: realized structured-finance redemptions and new commitment · Filed 27/03/2026
For 2025, the specific corporate goals and thresholds were as follows: PERFORMANCE CRITERIA PERFORMANCE AS A % OF TARGET GOALS WEIGHT THRESHOLD 50% TARGET 100% MAXIMUM 200% ACHIEVED RESULTS Core FFO Per Diluted Share 40 % $ 15.56 $ 15.81 $ 16.06 $ 15.94 152 % Same-Property NOI Growth 30 % 2.1 % 2.7 % 3.3 % 3.2 % 183 % Generate 5-Year Proforma Accretion from New Acquisitions 20 % $ 1.5 M $ 2.0 M $ 2.5 M $ 9.9 M 200 % Achieved Underwritten Returns on 2023 & 2024 Investments 10 % 95 % 100 % 105 % 111 % 200 % The table below reflects the target bonus opportunity tied to achievement of the corporate performance objectives for each of our named executive officers for 2025, as well as the actual bonus paid with respect to the corporate goal component of the annual bonus.
Compensation discussion: investment outcomes and operating performance against targets · Filed 27/03/2026
During the six months ended June 30, 2026, the Company repurchased and retired 254,001 shares of the Company’s common stock through the Company’s previous plan, totaling $61.9 million, including commissions, at an average price per share of $243.76.
Common stock: completed first-half 2026 repurchases · Filed 30/07/2026
As of June 30, 2026, the Company’s development pipeline was comprised of one consolidated development project of 543 apartment homes and various predevelopment projects, with total incurred costs of $184.1 million, and estimated remaining project costs of approximately $160.5 million, for total estimated project costs of $344.6 million.
Development pipeline: incurred and estimated remaining costs · Filed 30/07/2026
As of December 31, 2025, the Company had $5.5 billion of fixed rate public bonds outstanding at an average interest rate of 3.7% with maturity dates ranging from 2026 to 2050.
Liquidity and capital resources: fixed-rate public bonds · Filed 20/02/2026
CONSOLIDATED FUNDS FROM OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS AND IN FOOTNOTES) TWELVE MONTHS ENDED DECEMBER 31, 2025 2024 % CHANGE Net income available to common stockholders $ 669,666 $ 741,522 Adjustments: Depreciation and amortization 607,542 580,220 Gains not included in FFO (305,043) (386,138) Impairment loss from unconsolidated co-investments 12,634 3,726 Depreciation and amortization from unconsolidated co-investments 56,848 66,943 Noncontrolling interest related to Operating Partnership units 23,649 26,414 Depreciation attributable to third party ownership and other (160) 31,191 Funds from operations attributable to common stockholders and unitholders $ 1,065,136 $ 1,063,878 FFO per share-diluted $ 15.98 $ 15.99 -0.1 % Non-core items: Expensed acquisition and investment related costs $ 25 $ 72 Tax benefit on unconsolidated technology co-investments (2,096) (929) Realized and unrealized gains on marketable securities, net (3,809) (8,347) Provision for credit losses 26 (179) Equity income from unconsolidated technology co-investments (6,552) (10,344) Loss on early retirement of debt 762 — Loss on early retirement of debt from unconsolidated co-investments 122 — Co-investment promote income — (1,531) Income from early redemption of preferred equity investments and notes receivable (70) — General and administrative and other, net (1) 10,004 39,341 Insurance reimbursements, legal settlements, and other, net (2) (808) (43,794) Core funds from operations attributable to common stockholders and unitholders $ 1,062,740 $ 1,038,167 Core FFO per share-diluted $ 15.94 $ 15.60 2.2 % Weighted average number of shares outstanding diluted (3) 66,669,649 66,533,908 (1)Includes political advocacy costs of $2.0 million and $33.3 million for the years ended December 31, 2025 and 2024, respectively.
FFO reconciliation: per-share performance, impairments and diluted shares · Filed 27/03/2026
The equity compensation packages granted in February 2025 consisted of two different types of performance vesting awards: 45% of the awards were RSUs subject to both service-based vesting and performance-based vesting tied to the achievement of the TSR Goals (the “TSR RSUs”) and 40% of the awards were RSUs subject to both service-based vesting and performance-based vesting tied to the achievement of the Core FFO Goals (the “Core FFO RSUs”), in each case, granted under the Company’s stockholder-approved Incentive Award Plan.
Compensation: actual February 2025 performance-vesting equity grants · Filed 27/03/2026
In fiscal year 2026, the Company eliminated RSUs subject only to service-based vesting in its' equity compensation package for its named executive officers, leaving only RSUs subject to both service-based vesting and performance-based vesting to align equity compensation with Company performance and promote executive retention.
Compensation: disclosed elimination of service-only executive RSUs in 2026 · Filed 27/03/2026
Compensation Recovery Policy Our Compensation Recovery Policy requires the recovery of erroneously awarded incentive compensation to our executive officers in the event of a financial restatement, as required by NYSE listing standards, and in other circumstances.
Compensation governance: recovery policy · Filed 27/03/2026
•95% Five-Year Average Stockholder Approval of Named Executive Officer Compensation Pursuant to Annual Say-on-Pay Vote •Proxy Access Provision in Company’s Bylaws •Stockholder Power to Amend Company’s Bylaws •No Stockholder Rights Plan (or “Poison Pill”) Executive compensation policies closely align with stockholder interests •Executive Compensation Driven by Performance •No Employment Agreements •Compensation Clawback Policy •Director and Executive Officer Stock Ownership Guidelines •No Tax Gross-Ups •Annual Performance Evaluations of All Executive Officers, Board and Committees The Board has a robust, independent leadership structure •Separate Chairman and Chief Executive Officer •8 of 9 Director Nominees are Independent under the NYSE director independence standards.
Governance practices: shareholder rights and board structure · Filed 27/03/2026
Marcus has agreed (i) that he will not divert any multifamily property acquisition and/or development opportunities, which involve properties in the Company’s geographic areas and with more than one hundred rental units, that are presented to him in his capacity as Chairman of the Company to any of his affiliated companies, (ii) that he will not divulge any confidential or proprietary information regarding property acquisition and/or development opportunities that may be received by him in his capacity as Chairman of the Company to any of his affiliated companies and (iii) that he will recuse himself from any and all discussions by the Board regarding any proposed acquisition and/or development of a multifamily property where it appears that there may be an actual conflict of interest with any of his affiliated companies.
Related-party governance: chairman opportunity and recusal agreement · Filed 27/03/2026
11.9M kWh of Renewable Energy Asset Management In 2025, the Company completed approximately $82.4 million in revenue generating projects, including renovating over 3,000 units, surpassing our external guidance target by approximately $22.4 million.
Asset management: completed renovation spending and units · Filed 27/03/2026
